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Tycoons Worldwide Group (Thailand) Plc.
3. To ensure that business is operated efficiently and in compliance with all
regulatory bodies such as the Stock Exchange of Thailand (SET) and the Securities and
Exchange Commission (SEC).
4. To ensure that the company has effective internal control systems and an internal
audit unit that works closely with the audit committee.
5. The Board of Directors may establish an executive board and a management team
or delegate control to other persons to manage the company under the Board of Directors’
supervision. The delegation must be accompanied by responsibilities and limitation of the
control and must not be delegated to persons in circumstances that would lead to conflicts
of interest with the company and its subsidiaries.
6. To have the intention to run the business continuously and conduct themselves
with honesty, and integrity and to be interested in the business in which they hold the
directorship.
7. To be consistently responsive to the shareholders and protect their interests as
well as providing to them fair, complete and transparent disclosure.
8.Consider the approval of business plans, annual budgets and sales/acquisitions of
the asset exceeding 50 MB, joint ventures in expanding its business and approval of any
other loans besides the working capital loans, which are solely authorized by the Executive
Board
Effective date: February 19, 2008.
6.1.2 Policy Rights of Shareholders and Stakeholders
Shareholders are the owners of the company. They control the company by
appointing the Board of Directors to act as their representatives. Shareholders are eligible
to make decisions on any of significant corporate changes. Therefore, the company
encourages shareholders to exercise their rights.
Basic shareholder rights are rights to buy, sell, or transfer shares, share in the profit
of the company, obtain relevant and adequate information on the company in a timely
manner and on a regular basis, participate and vote in the shareholder meetings to elect or
remove members of the board, appoint the external auditor, and make decisions on any
transactions that affect the company such as dividends payment, amendments to the
company’s articles of association or the company’s bylaws, capital increases or decreases,
and the approval of extraordinary transactions, etc.
The Board of Directors realizes the importance of shareholders’ meeting as
revealed in the policies to facilitate all shareholders equally in attending the meeting,
provide sufficient information timely in advance of the meeting so that the shareholders
have enough time to decide whether to attend or to designate representatives to attend the
meeting on their behalves. Shareholders are encouraged to query directors and allowed to
propose an agenda item, the directors on the other hand are obliged to attend the meeting
and answer the enquiries.
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